UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-23391
INTERNATIONAL CAPITAL FUNDING, INC.
------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
COLORADO 84-1434313
------------------------ ----------------------
(State of Incorporation) (IRS Employer
Identification Number)
3140 So. Peoria Street
Suite K230
Aurora, Colo 80014
-----------------------------------------------------
(Address of Principal Executive Offices( (Zip Code)
(303) 755-9832
---------------------------------------------------
(Registrant's Telephone Number Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No_____
The number of shares outstanding of the issuer's classes of common shares, as of
the latest practicable date:
Class Outstanding at June 30, 1998
Common Stock, $.0001 500,000 shares.
par value -----------------------------
Outstanding Securities
<PAGE>
INTERNATIONAL CAPITAL FUNDING, INC.
FORM 10-QSB
JUNE 30, 1998
TABLE OF CONTENTS
Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Financial Statements
Condensed Balance Sheets as of June 30,1998......................3
Condensed Statements of Operations for the Nine
Months Ended June 30, 1998.......................................4
Condensed Statements of Cash Flows for the Nine Months
Ended June 30, 1998..............................................5
Note to Financial Statements.....................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................7
Part II. OTHER INFORMATION
Item 1. Legal Proceedings...............................................10
Item 2. Changes in Securities...........................................10
Item 3. Defaults Upon Senior Securities.................................10
Item 4. Submission of Matters to a Vote of Security-Holders.............10
Item 5. Other Information...............................................10
Item 6. Exhibits and Reports on Form 8-K................................10
2
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
Unaudited Audited
June September
30, 1998 30, 1997
ASSETS --------- ---------
- ------
Current Assets:
Total Current Assets $0 $0
----- -----
TOTAL ASSETS $0 $0
----- -----
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
LIABILITIES - Accounts Payable 0 0
----- -----
SHAREHOLDERS' EQUITY:
Preferred Stock, Par Value $.01 Per Share;
Authorized 100,000,000 Shares; Issued
and outstanding -0-
Common Stock, $.0001 Par Value;
Authorized 500,000,000 Shares; Issued
and outstanding 500,000 shares. 50 50
Additional Paid-In Capital 7,773 1,450
Deficit Accumulated During The Development Stage (7,823) (1,500)
TOTAL SHAREHOLDERS' EQUITY 0 0
----- -----
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $0 $0
----- -----
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- --------------------------------------------------------------------------------
3 Months 3 Months
Ended Ended
June June
30, 1998 30, 1997
-------- --------
Revenue: $0 $0
Consulting 0 0
Office 0 0
Legal & Accounting 0 0
------- -------
Total Expenses 0 0
------- -------
Net (Loss) 0 0
------- -------
Basic (Loss) Per Common Share $0.00 $0.00
------- -------
Weighted Average Common Shares Outstanding 500,000 500,000
------- -------
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 10,
1991
9 Months 9 Months (Inception)
Ended Ended Through
June June June
30, 1998 30, 1997 30, 1998
-------- -------- --------
<S> <C> <C> <C>
Revenue: $0 $0 $0
Consulting 0 0 1,500
Office 1,230 0 1,230
Legal & Accounting 5,093 0 5,093
------- ------- -------
Total Expenses 6,323 0 7,823
------- ------- -------
Net (Loss) (6,323) 0 (7,823)
======= ======= =======
Basic (Loss) Per Common Share ($0.01) $0.00 ($0.02)
======= ======= =======
Weighted Average Common Shares Outstanding 500,000 500,000 500,000
======= ======= =======
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 10,
1991
9 Months 9 Months (Inception)
Ended Ended Through
June June June
30, 1998 30, 1997 30, 1998
Cash Flows From Operating Activities: -------- -------- --------
<S> <C> <C> <C>
Net (Loss) ($6,323) $0 ($7,823)
Items Not Affecting Cash Flow:
Stock Issued For Services 0 0 1,500
Expenses Paid By Shareholder On Behalf Of Company 6,323 0 6,323
0 0 0
Net Cash Flows From Operations 0 0 0
Cash Flows From Investing Activities:
Net Cash Flows Provided By Investing: 0 0 0
Cash Flows From Financing Activities:
Net Cash Flows Provided By Financing 0 0 0
Net Increase (Decrease) In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
Cash At End Of Period $0 $0 $0
======= ======= =======
Supplementary Disclosure Of Cash Flow Information:
Noncash Financing Activities: - Stock Issued For
Services $0 $0 $1,500
======= ======= =======
Expenses Paid By Shareholder On Behalf Of Company $6,323 0 $6,323
======= ======= =======
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Net (Loss)
Accumulated
Number Of Number Of Capital Paid During The
Shares Shares Common In Excess Of Preferred Development
Common Preferred Stock Par Value Stock Stage Total
--------- --------- ------ ------------ --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance At June 10, 1991 0 0 $0 $0 $0 $0 $0
January 13, 1995 issued
500,000 Shares Of $.0001 Par Value
Common Stock for services valued at
$1,500 or $.003 per share 500,000 0 50 1,450 0 1,500
Net (Loss) (1,500) (1,500)
------- ---- ------ ------- ---- ------ ------
Balance At September 30, 1995, 1996 500,000 0 50 1,450 0 (1,500) 0
And 1997
Expenses Paid By Shareholder 6,323 6,323
Net (Loss) (6,323) (6,323)
------- ---- ------ ------- ---- ------ ------
Balance At June 30, 1998 500,000 0 $50 $7,773 $0 ($7,823) $0
======= ==== ====== ======= ==== ====== ======
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
Notes To Unaudited Financial Statements
For The Nine Month Period Ended June 30, 1998
Note 1 - Unaudited Financial Information
The unaudited financial information included for the three month and nine month
periods ended June 30, 1998 and June 30, 1997 were taken from the books and
records without audit. However, such information reflects all adjustments
(consisting only of normal recurring adjustments, which are of the opinion of
management, necessary to reflect properly the results of interim periods
presented). The results of operations for the nine month period ended June 30,
1998 are not necessarily indicative of the results expected for the year ended
September 30, 1998.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
Forward-Looking Statements May Not Prove Accurate
When used in this Form 10-QSB, the words "anticipate," "estimate,"
"expect," "project," and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected.
Liquidity and Capital Resources
The Company is in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of services valued in the amount of
$1,500. The Company's balance sheet as of June 30, 1998, reflects no assets and
no liabilities. Further, there exists no agreements or understandings with
regard to loan agreements by or with the Officers, Directors, principals or
affiliates of the Company.
The Company will attempt to carry out its plan of business as discussed
above. The Company cannot predict to what extent its lack of liquidity and
capital resources will hinder its business plan prior to the consummation of a
business combination.
Results of Operations
During the period from June 1991 (inception) through June 30, 1998, the
Company has engaged in no significant operations other than organizational
activities and the preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended. No revenues have been received by
the Company during this period.
The Company anticipates that until a business combination is completed with
an acquisition candidate, it will not generate revenues and may operate at a
loss after completing a business combination, depending upon the performance of
the acquired business.
<PAGE>
Need for Additional Financing
The Company believes that its existing capital will not be sufficient to
meet the Company's cash needs, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934, as
amended. Once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially, however, there
currently exists no plan or understanding by which the Company will raise
capital, either debt or equity, over the next twelve (12) months..
No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any funds will
be available to the Company to allow it to cover its expenses.
The Company might seek to compensate providers of services by issuances of
stock in lieu of cash.
Impact of the Year 2000 Issue
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
Based on a recent assessment, the Company, in its present status,
determined that it will not be required to modify or replace significant
portions of its software so that its computer systems will properly utilize
dates beyond December 31, 1999.
<PAGE>
PART II
Item 1. Legal Proceedings
-----------------
Not Applicable
Item 2. Changes in Securities
---------------------
Not Applicable
Item 3. Defaults Upon Senior Securities
-------------------------------
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not Applicable
Item 5. Other Information
-----------------
Not Applicable
Item 7. Exhibits and Reports on Form 8-K
--------------------------------
(a) No reports on Form 8-K were filed during the six
months ended June 30, 1998.
<PAGE>
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunder duly authorized.
International Capital Funding, Inc.
By: /s/ Matthew J. Kavanaugh Date: September 2, 1998
------------------------------- -----------------
Matthew J. Kavanaugh
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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<CIK> 0001048501
<NAME> International Capital Funding, Inc.
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
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<CASH> 0
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0
0
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